EXHIBIT 10.12
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT and
SERVICES
AGREEMENT TERMINATION
THIS INTELLECTUAL PROPERTY
ASSIGNMENT AGREEMENT and SERVICES AGREEMENT TERMINATION (this
“ Agreement ”) is entered on March 29 2009, with
an effect as of January 1, 2009 (this “ Effective Date
”) by and between Acro Inc., a Nevada corporation (“
Acro ”) and a wholly owned subsidiary of Acro, Acrosec
Ltd., a company organized under the laws of Israel (“
Acrosec ”).
R E C I T A L S :
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A.
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Acro is the
owner of, and has the full legal right to develop and commercially
exploit, certain IP (as hereinafter defined);
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B.
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Whereas, on
March 7, 2007, Acro and Acrosec entered into a services agreement
pursuant to which Acrosec provided certain research and
development, manufacturing, and management services to Acro (the
“ Services Agreement ”);
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C.
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Whereas not
much activity of a research and development to the Company’s
main current products is expected;
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D.
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Whereas Acro
and Acrosec wish that the whole business activity shall be
conducted by Acrosec and Acro will remain a holding
company;
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E.
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Whereas Acro
and Acrosec wish to terminate the Services Agreement and the
services provided thereunder; and
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F.
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Whereas Acro
wishes to transfer the IP to Acrosec pursuant to the terms provided
herein and according to a value to be determined by an independent
third-party appraiser.
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Accordingly, in consideration of
the premises and the mutual covenants contained in this Agreement,
the parties agree as follows:
1. DEFINITIONS
The following terms used in this
Agreement shall have the meaning indicated below:
“
Patents ” means all patents and patent applications
derived from, or in any way related to, claiming or arising out of
the Technology, including all divisions, continuations,
continuations-in-part, confirmations, registrations, reissues,
renewals and extensions thereof, that are filed or issued in any
country of the world, owned by, licensed to or to-be owned by
Acro.
“
Technology ” means all know how, intellectual
property, inventions (whether or not patentable), discoveries,
processes, machines, manufactures, compositions of matter,
improvements, techniques, methods, ideas, concepts, procedures,
formulas, designs, technical data, product development data,
software code, technology, secret processes, trade secrets, and any
other rights or interests thereon, including latter improvements
thereon, relating to a method of detecting a peroxide-based
explosive in a sample suspected of consisting of or comprising such
explosive, which method comprises dissolving said sample in a
suitable organi
